Exhibit
10.17


 


April 20, 2004


 


Mr. Jay Nadler


President, Liquent, Inc.


1300 Virginia Drive


Ft. Washington, PA 19034


 


Re:          Retention Bonus


 


Dear Mr. Nadler:


 


This letter agreement sets forth the retention bonuses that you will be
eligible to receive if a sale of all or substantially all of the capital stock
or assets of Information Holdings Inc. (the “Company”) is completed within 12
months of the date hereof (a “Sale”). 
All amounts payable to you under these bonus arrangements will be in
addition to, not in lieu of, any and all amounts to which you are entitled, or
may become entitled upon termination of your employment with the Company, under
the terms of your employment agreement with the Company dated as of April 10,
2000 (the “Employment Agreement”), your stock option grants, and any other
compensation or benefits payable under any Company plans.


 


In the event a Sale occurs, and provided that you have remained in the
continuous employ of the Company from the date of this letter agreement until
the closing date of such Sale (the “Closing Date”), you will receive, on the
Closing Date, a lump sum bonus payment of $500,000.  In addition, if you continue to be employed by the Company on the
one-year anniversary of the Closing Date (the “Anniversary Date”), or if your
employment is terminated prior to the Anniversary Date by the Company or a
buyer without “cause”, by you for “good reason”, you will receive an additional
lump sum bonus payment of $500,000, either on the Anniversary Date, or on the
date of such termination of employment, as the case may be.  In addition, if the Company or a buyer
provides notice of non-renewal of your Employment Agreement prior to the
Anniversary Date, you will receive the additional lump sum bonus payment of
$500,000, on the earlier of the Anniversary Date or the expiration of your
Employment Agreement.


 


For purposes of this letter agreement, “cause” shall have the meaning
ascribed to such term in your Employment Agreement, and “good reason” shall
mean (i) actions taken by the Company or a buyer which prevent you from
performing the normal duties and responsibilities associated with your current
position, or any adverse change or material diminution in your title, position
authority or responsibilities; (ii) the failure by the Company or a buyer to
pay any compensation due to you, whether under your Employment Agreement this
letter agreement or otherwise; (iii) the failure by the Company or a buyer to
allow you to participate in employee benefit plans generally made available to
senior executives of the Company or a buyer, as the case may be; (iv) a
requirement to relocate from your existing place of employment to a place of
employment greater than 50 miles from your home in Marlboro, NJ; or (v) the
failure of a buyer or any


 

















 


successor to all or substantially all of the business and/or assets of
the Company to assume your Employment Agreement or this letter agreement.


 


In addition, if your employment is terminated at any time on or after
the Closing Date by the Company without cause, by you for good reason, or as a
result of the Company or a buyer electing not to renew the Employment
Agreement, and if it is determined that any payment or distribution to you,
pursuant to this letter agreement, your Employment Agreement or otherwise, alone
or in the aggregate, made by the Company, any person who acquires ownership or
effective control of the Company, or ownership of a substantial portion of the
assets of the Company (within the meaning of section 280G of the Internal
Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder)
or any affiliate of such person (the “total payments”) would be subject to the
excise tax imposed by section 4999 of the Code or any interest or penalties
with respect to such excise tax (such excise tax, together with any such
interest and penalties, are collectively referred to as, the “Excise Tax”),
then you will be entitled to receive an additional payment (a “Tax Restoration
Payment”) in an amount such that, after payment by you of all taxes (including
any interest or penalties imposed with respect to such taxes), including any
Excise Tax, imposed upon the Tax Restoration Payment, you retain an amount of
the Tax Restoration Payment equal to the Excise Tax imposed upon the Total
Payments.


 


All amounts payable to you pursuant to the terms of this letter
agreement shall be subject to withholding for all applicable federal, state and
local withholding taxes.


 


Please indicate your acceptance of the terms of this letter agreement
by signing and dating this letter in the spaces indicated below.


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
  INFORMATION HOLDINGS INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ 

  	
  Mason P. Slaine

  	
   

  	
   

  
	
   

  	
   

  	
  Mason P. Slaine

  	
   

  	
   

  
	
   

  	
   

  	
  Chief Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ 

  	
  Jay Nadler

  	
   

  	
   

  
	
   

  	
   

  	
  Jay Nadler

  	
   

  



 


2